浙江东日(600113) - 2025 Q2 - 季度财报

Important Notice This section contains general declarations and disclaimers regarding the report's accuracy, forward-looking statements, and absence of certain financial irregularities I. Statement by the Board of Directors and Senior Management The company's Board of Directors and senior management guarantee the truthfulness, accuracy, and completeness of the semi-annual report, with all directors attending the board meeting and the report being unaudited - The company's Board of Directors and senior management guarantee the truthfulness, accuracy, and completeness of the semi-annual report content[3] - All company directors attended the board meeting[4] - This semi-annual report has not been audited[5] IV. Statement by the Company's Responsible Person and Head of Accounting Work Company head Yang Chengyu, head of accounting Xie Xiaolei, and head of accounting department Xie Xiaolei declare the financial report's truthfulness, accuracy, and completeness - Company head Yang Chengyu, head of accounting Xie Xiaolei, and head of accounting department Xie Xiaolei declare that the financial report in the semi-annual report is true, accurate, and complete[5] V. Profit Distribution Plan or Capital Reserve to Share Capital Increase Plan The company has no board-approved profit distribution or capital reserve to share capital increase plan for the current reporting period - There is no profit distribution plan or capital reserve to share capital increase plan for the current reporting period[6] VI. Risk Statement for Forward-Looking Statements Forward-looking statements in this report, such as future plans and development strategies, do not constitute a substantial commitment to investors, who are advised to be aware of investment risks - Forward-looking statements in this report, such as future plans and development strategies, do not constitute a substantial commitment by the company to investors, who are advised to be aware of investment risks[6] VII. Non-Operating Funds Occupied by Controlling Shareholder and Other Related Parties The company confirms there are no instances of non-operating funds being occupied by controlling shareholders or other related parties - There are no instances of non-operating funds being occupied by controlling shareholders or other related parties[6] VIII. External Guarantees Provided in Violation of Decision-Making Procedures The company confirms no external guarantees were provided in violation of prescribed decision-making procedures - There are no instances of external guarantees provided in violation of prescribed decision-making procedures[6] IX. Whether More Than Half of the Directors Cannot Guarantee the Truthfulness, Accuracy, and Completeness of the Company's Disclosed Semi-Annual Report The company confirms that more than half of its directors can guarantee the truthfulness, accuracy, and completeness of the disclosed semi-annual report - There are no instances where more than half of the directors cannot guarantee the truthfulness, accuracy, and completeness of the company's disclosed semi-annual report[6] X. Major Risk Warning The company has detailed its major risks in Section IV "Management Discussion and Analysis," advising investors to review that section - The company has detailed its major risks in this report, please refer to the "Risks that may be faced in the discussion and analysis of the company's future development" section in Chapter IV "Management Discussion and Analysis" of this report[6] Section I. Definitions This section provides definitions for common terms used throughout the report to ensure accurate understanding of its content Definitions of Common Terms This chapter lists definitions for common terms, including company names, controlling shareholders, and related business entities, to ensure accurate report comprehension - This report provides definitions for common terms, including "Zhejiang Dongri," "Dongfang Group," "Xiandai Group," and other companies and business entities[11] Section II. Company Profile and Key Financial Indicators This section provides an overview of the company's basic information and presents its key financial data and performance indicators for the reporting period I. Company Information This section provides the company's basic registration details, including its Chinese name, abbreviation, foreign name, and legal representative - The company's Chinese name is Zhejiang Dongri Co., Ltd., abbreviated as Zhejiang Dongri, with Yang Chengyu as its legal representative[14] II. Contact Person and Contact Information This section lists the contact details for the company's Board Secretary Xie Xiaolei and Securities Affairs Representative Dai Ruzhe - The contact information for Board Secretary Xie Xiaolei and Securities Affairs Representative Dai Ruzhe has been disclosed, including phone number 0577-88812155 and email address[15] III. Brief Introduction to Changes in Basic Information The company's registered address changed in 2021 from No. 92 Aideng Bridge, Wenzhou City, to Room 1101-1, Hezhong Building, No. 168 Shifu Road, Lucheng District, Wenzhou City - The company's registered address changed in 2021 from No. 92 Aideng Bridge, Wenzhou City, Zhejiang Province, to Room 1101-1, Hezhong Building, No. 168 Shifu Road, Lucheng District, Wenzhou City, Zhejiang Province[16] IV. Brief Introduction to Changes in Information Disclosure and Document Custody Locations The company's designated information disclosure newspaper is "Shanghai Securities News," with the semi-annual report published on the Shanghai Stock Exchange website and available at the company's board office - The company's information disclosure newspaper is "Shanghai Securities News," the report is published on www.sse.com.cn, and the document custody location is the company's Board of Directors office[17] V. Company Stock Profile The company's A-shares are listed on the Shanghai Stock Exchange, with the stock abbreviation Zhejiang Dongri and stock code 600113 - The company's A-shares are listed on the Shanghai Stock Exchange, stock abbreviation: Zhejiang Dongri, stock code: 600113[18] VII. Company's Key Accounting Data and Financial Indicators This section discloses the company's key accounting data and financial indicators for the first half of 2025, showing year-on-year growth in operating revenue and net profit, but negative net cash flow from operating activities Key Accounting Data for H1 2025 | Item | Current Period (Jan-Jun) | Prior Period | Change from Prior Period (%) | | :--- | :--- | :--- | :--- | | Operating Revenue | 373,455,552.81 CNY | 351,561,040.28 CNY | 6.23 | | Total Profit | 90,473,978.94 CNY | 74,739,078.57 CNY | 21.05 | | Net Profit Attributable to Shareholders of Listed Company | 68,829,035.32 CNY | 61,390,324.41 CNY | 12.12 | | Net Profit Attributable to Shareholders of Listed Company After Deducting Non-Recurring Gains and Losses | 66,371,206.19 CNY | 59,992,253.77 CNY | 10.63 | | Net Cash Flow from Operating Activities | -29,955,885.17 CNY | -68,853,954.98 CNY | Not Applicable | | Net Assets Attributable to Shareholders of Listed Company (End of Reporting Period) | 2,448,398,893.34 CNY | 2,408,382,140.66 CNY | 1.66 | | Total Assets (End of Reporting Period) | 3,450,437,033.03 CNY | 3,608,500,890.04 CNY | -4.38 | Key Financial Indicators for H1 2025 | Key Financial Indicators | Current Period (Jan-Jun) | Prior Period | Change from Prior Period (%) | | :--- | :--- | :--- | :--- | | Basic Earnings Per Share (CNY/share) | 0.16 | 0.15 | 6.67 | | Diluted Earnings Per Share (CNY/share) | 0.16 | 0.15 | 6.67 | | Basic Earnings Per Share After Deducting Non-Recurring Gains and Losses (CNY/share) | 0.16 | 0.14 | 14.29 | | Weighted Average Return on Net Assets (%) | 2.79 | 2.62 | Increased by 0.17 percentage points | | Weighted Average Return on Net Assets After Deducting Non-Recurring Gains and Losses (%) | 2.69 | 2.56 | Increased by 0.13 percentage points | Non-Recurring Gains and Losses Items and Amounts for H1 2025 | Non-Recurring Gains and Losses Item | Amount (CNY) | | :--- | :--- | | Gains and Losses from Disposal of Non-Current Assets | 595,036.78 | | Government Grants Recognized in Current Profit or Loss | 262,687.19 | | Fair Value Change Gains and Losses from Financial Assets and Liabilities Held by Non-Financial Enterprises, and Disposal Gains and Losses | -5,316.47 | | Fund Occupation Fees Received from Non-Financial Enterprises Recognized in Current Profit or Loss | 2,102,028.49 | | Other Non-Operating Income and Expenses | 13,724.63 | | Less: Income Tax Impact | 502,760.91 | | Minority Interest Impact (After Tax) | 7,570.58 | | Total | 2,457,829.13 | Net Profit After Deducting Share-Based Payment Impact | Key Accounting Data | Current Period (Jan-Jun) | Prior Period | Change from Prior Period (%) | | :--- | :--- | :--- | :--- | | Net Profit After Deducting Share-Based Payment Impact | 72,926,802.22 CNY | 61,592,829.25 CNY | 18.40 | Section III. Management Discussion and Analysis This section provides a comprehensive discussion and analysis of the company's operations, financial condition, and future outlook, including industry trends and risk factors I. Description of the Company's Industry and Main Business During the Reporting Period The company's main business revolves around agricultural product wholesale markets, benefiting from continuous growth in supply and demand, with revenue primarily from market operations, fresh food distribution, and soy product processing (1) Industry Landscape of Agricultural Product Wholesale Markets Continuous growth in agricultural product supply and demand drives overall circulation, with offline wholesale markets remaining the primary channel due to their aggregation function and ability to meet diverse consumer needs - The "China Agricultural Outlook Report (2025-2034)" projects a 7.8% increase in grain yield per mu over the next 10 years, reaching 421 kg/mu, with steady grain output growth expected to reach 753 million tons by 2034[27] - Vegetable and fruit output continues to grow, with average annual growth rates of 0.2% and 0.6%, respectively; poultry, beef, and lamb output grow by 1.6%, 0.9%, and 1.0% annually, while pork output shows a slight decrease[27] - Approximately 70% of agricultural products in China are currently distributed through wholesale markets, making offline agricultural product wholesale markets still the main channel for agricultural product circulation[30] (2) Industry Trends of Agricultural Product Wholesale Markets Agricultural product wholesale markets are transitioning towards "smart, full-chain, high-value-added" supply chain hubs, supported by policy guidance, digital transformation, and multi-functional synergistic development - Agricultural product wholesale markets will follow a main trend of "policy guidance, dual-driven digitalization and informatization, and multi-functional synergistic development," gradually transforming from traditional distribution centers to "smart, full-chain, high-value-added" supply chain hubs[31] - The 2024 Central Document No. 1 emphasizes promoting high-quality development of rural circulation, advancing the transformation and upgrading of agricultural product wholesale markets, and optimizing the construction of agricultural product cold chain logistics systems[33] - The company continuously leverages its information technology advantages by building a new comprehensive operation information center, smart multi-story cold storage, and adding an electronic trading system settlement center, enhancing its market's intelligent operation and management capabilities[36] (3) Company's Main Businesses and Operating Models The company's main business revenue comprises agricultural product wholesale market operations, fresh food distribution, and soy product processing, supplemented by sales revenue from supporting shops in the Shanxi Linfen project Composition of Company's Main Business Revenue, January-June 2025 | Business Type | Share of Company's Operating Revenue | | :--- | :--- | | Agricultural Product Wholesale Market Business | 36.25% | | Fresh Food Ingredient Distribution Business | 33.04% | | Soy Product Production and Processing Business | 9.44% | | Sales of Supporting Shops for Shanxi Linfen Project | 15.61% (approx. 58.30 million CNY) | - The agricultural product wholesale market business model includes store/stall leasing, transaction management, and supporting services, generating profit through rent, management fees, and transaction service fees[41] - The fresh food ingredient distribution business provides centralized procurement and delivery services to institutions, government canteens, and hotels, with profit primarily derived from product markups[42] - The soy product production and processing business, centered on the "Xueding" brand, offers a rich variety of products and has become a sizable production enterprise in the Southern Zhejiang region[43] II. Discussion and Analysis of Operations In the first half of 2025, the company achieved stable and progressive economic indicators by prioritizing high-quality development, strengthening core businesses, advancing "smart agricultural wholesale" construction, and promoting technological innovation - In the first half of 2025, the company achieved operating revenue of CNY 373.46 million, a year-on-year increase of 6.23%; net profit attributable to shareholders of the listed company was CNY 68.83 million, a year-on-year increase of 12.12%[43] - The company continues to advance the informatization and intelligent upgrading of agricultural wholesale market management, transactions, and distribution, applying smart electronic scales, "all-in-one card" systems, and digital parking systems[44] - The company focuses on intelligent technology R&D and market application, creating AI applications for production, financial services, and management clients, and launching the intelligent assistant "Dongzhi E-Mind"[46] - The company explores cooperation with scientific research institutions to research and develop precision nutritional dietary products, having obtained polysaccharides with enteritis repair capabilities, resulting in SCI papers and patents[47] - The company abolished the supervisory board, with its functions now exercised by the Board's Audit Committee, completed the re-election of the tenth Board of Directors, and organized duty training for directors and senior management[48] - The company's testing center completed over 111,900 sample tests in the first half of 2025, continuously consolidating achievements in food safety standardization[49] III. Analysis of Core Competencies During the Reporting Period The company's core competencies stem from its strategic location, scale, management expertise, advanced information technology, and state-owned enterprise platform, providing competitive advantages in agricultural product circulation - The company's operational and under-construction agricultural product wholesale markets are all located near highways or urban expressways, ensuring convenient transportation and smooth logistics, effectively covering key target customer groups[51] - The company's Louqiao market cluster accounts for over 90% of Wenzhou's total supply, forming a scale advantage through business aggregation and becoming the agricultural product price-setting center for Southern Zhejiang and Northern Fujian[52][53] - The company is one of the earliest enterprises to operate agricultural product wholesale markets, accumulating rich operational management experience and a professional management team[54] - The company has built an "all-in-one card" system and online APP platform by integrating multi-variety transaction data, supply chain data, and food testing data, fully completing ERP construction and enhancing its informatization management level[55] - As a state-controlled listed company, the company more easily gains recognition and support from partners and local governments during expansion, attracting excellent talent and highlighting its platform advantages[56] IV. Major Operating Performance During the Reporting Period This section analyzes the company's key operating performance during the reporting period, including changes in financial statement items, asset and liability status, investment, and the performance of major subsidiaries and associates (1) Analysis of Main Business The main business analysis shows a 6.23% year-on-year increase in operating revenue and a 4.78% increase in operating costs, with sales and administrative expenses decreasing, while R&D expenses slightly increased Analysis Table of Changes in Financial Statement Items (January-June 2025) | Item | Current Period Amount (CNY) | Prior Period Amount (CNY) | Change Percentage (%) | | :--- | :--- | :--- | :--- | | Operating Revenue | 373,455,552.81 | 351,561,040.28 | 6.23 | | Operating Cost | 229,891,441.29 | 219,395,160.88 | 4.78 | | Selling Expenses | 16,645,694.79 | 17,354,615.34 | -4.08 | | Administrative Expenses | 30,767,989.98 | 36,013,128.13 | -14.56 | | Financial Expenses | -2,719,808.34 | -2,709,242.14 | Not Applicable | | R&D Expenses | 4,148,907.34 | 4,012,611.26 | 3.40 | | Net Cash Flow from Operating Activities | -29,955,885.17 | -68,853,954.98 | Not Applicable | - The change in net cash flow from operating activities is primarily due to a combination of factors, including higher tax payments in the prior period and increased procurement scale in the current period[57] (3) Analysis of Assets and Liabilities The company's asset and liability structure changed, with significant increases in prepayments and construction in progress, while contract liabilities, employee compensation payable, and non-current liabilities due within one year decreased substantially Changes in Assets and Liabilities (June 30, 2025 vs. December 31, 2024) | Item Name | Current Period End Amount (CNY) | Percentage of Total Assets at Current Period End (%) | Prior Year End Amount (CNY) | Percentage of Total Assets at Prior Year End (%) | Change Percentage of Current Period End Amount vs. Prior Year End (%) | Explanation | | :--- | :--- | :--- | :--- | :--- | :--- | :--- | | Prepayments | 10,432,845.30 | 0.30 | 917,640.13 | 0.03 | 1,036.92 | Primarily due to prepayments for supply chain import business | | Construction in Progress | 181,379,937.04 | 5.26 | 127,611,671.10 | 3.54 | 42.13 | Primarily due to increased progress payments for Dongri Comprehensive Building and Xueding Co. construction projects | | Contract Liabilities | 42,826,324.54 | 1.24 | 90,915,300.71 | 2.52 | -52.89 | Primarily due to transfer out of agricultural wholesale market development revenue | | Employee Compensation Payable | 12,567,855.95 | 0.36 | 33,713,415.82 | 0.93 | -62.72 | Primarily due to decreased employee compensation payable by the company | | Non-Current Liabilities Due Within One Year | 66,473,598.75 | 1.93 | 130,059,243.85 | 3.60 | -48.89 | Primarily due to repayment of bank loan principal | | Other Current Liabilities | 3,760,829.06 | 0.11 | 7,970,693.72 | 0.22 | -52.82 | Primarily due to transfer out of agricultural wholesale market development revenue | Major Asset Restrictions as of the End of the Reporting Period | Item | Book Balance (CNY) | Book Value (CNY) | Restriction Type | Restriction Details | | :--- | :--- | :--- | :--- | :--- | | Cash and Cash Equivalents | 73,157,339.24 | 73,157,339.24 | Pledge, Freeze | Time deposits and interest, mortgage deposits, performance bond deposits | (4) Analysis of Investment Status The company's financial assets measured at fair value totaled CNY 287.99 million at period-end, a slight decrease from the beginning of the period, primarily due to negative fair value changes Financial Assets Measured at Fair Value (January-June 2025) | Asset Category | Beginning Balance (CNY) | Fair Value Change Gains and Losses for the Current Period (CNY) | Ending Balance (CNY) | | :--- | :--- | :--- | :--- | | Other | 288,004,710.32 | -5,316.47 | 287,999,393.85 | | Total | 288,004,710.32 | -5,316.47 | 287,999,393.85 | (6) Analysis of Major Controlled and Invested Companies This section discloses the financial data of Wenzhou Dongri Agricultural Product Wholesale Market Management Co., Ltd., a major subsidiary whose net profit significantly impacts the company Financial Data of Major Subsidiaries (January-June 2025) | Company Name | Company Type | Main Business | Registered Capital (CNY) | Total Assets (CNY) | Net Assets (CNY) | Operating Revenue (CNY) | Operating Profit (CNY) | Net Profit (CNY) | | :--- | :--- | :--- | :--- | :--- | :--- | :--- | :--- | :--- | | Wenzhou Dongri Agricultural Product Wholesale Market Management Co., Ltd. | Subsidiary | Market Management | 10,000,000.00 | 598,416,940.16 | 561,400,681.97 | 116,909,399.24 | 64,526,910.70 | 48,349,883.77 | V. Other Disclosure Matters This section details potential market, operational, financial, and policy risks, including macroeconomic fluctuations, market competition, regional market dependence, management challenges, and tax policy changes (1) Potential Risks The company faces multiple risks, including macroeconomic volatility, intensified market competition, reliance on a single regional market, operational management challenges, declining market operation management fees, joint liability for consumer rights protection, talent loss, performance fluctuations, inventory impairment, and changes in tax incentives and industry policies - Market risks include macroeconomic fluctuations potentially affecting consumer demand, and intensified market competition from new business models such as e-commerce and direct-from-farm sales[64] - The company's current market operating profits primarily originate from Wenzhou City, Zhejiang Province, with its business scope mainly covering the Southern Zhejiang and Northern Fujian regions, posing a risk of reliance on a single regional market[66] - Operational risks include management challenges arising from expanding business scale, the risk of declining market operation management fees, joint liability risks related to consumer rights protection, and talent loss risks[66][67] - Financial risks are mainly reflected in performance volatility risk (long cultivation period for new markets) and inventory impairment risk (significant amount of development products held for sale)[67][69] - Policy change risks include the risk of adjustments to tax preferential policies (such as VAT exemption for vegetable circulation, property tax and land use tax concessions for agricultural product wholesale markets, small and micro enterprise income tax benefits, and high-tech enterprise tax incentives), as well as the risk of significant adverse changes in industry policies related to the construction of agricultural product market systems[69][70][71] Section IV. Corporate Governance, Environment, and Society This section covers changes in the company's corporate governance structure, including board and senior management changes, profit distribution plans, and employee incentive programs, alongside environmental and social responsibilities I. Changes in Company Directors and Senior Management The company completed the re-election of its tenth Board of Directors due to the expiration of the ninth board's term, with several former directors departing and new members elected Changes in Company Directors and Senior Management | Name | Position Held | Change Type | | :--- | :--- | :--- | | Dong Boyu | Chairman | Election | | Zhao Abao | Employee Director | Election | | Tu Feiyun | Director | Election | | Cheng Zhongming | Independent Director | Election | | Chen Jiaze | Chairman | Departure | | Ye Yuyu | Director | Departure | | Zhao Chensheng | Director | Departure | | Fei Zhongxin | Independent Director | Departure | | Huang Shenkai | Director | Departure | | Zheng Zefeng | Director | Departure | - Due to the expiration of the ninth Board of Directors' term, Dong Boyu and six other individuals were elected to form the company's tenth Board of Directors at the company's third and fourth extraordinary general meetings in 2025[74] II. Profit Distribution or Capital Reserve to Share Capital Increase Plan The company's proposed semi-annual profit distribution or capital reserve to share capital increase plan is "No," indicating no distribution or increase - Proposed semi-annual profit distribution plan, capital reserve to share capital increase plan: No[75] III. Status and Impact of Company's Equity Incentive Plan, Employee Stock Ownership Plan, or Other Employee Incentive Measures The company adjusted its restricted stock repurchase price to CNY 3.42/share due to a profit distribution plan and completed the repurchase and cancellation of 190,000 restricted shares from a departing incentive recipient on June 10, 2025 - Following the implementation of the company's 2024 profit distribution plan, the restricted stock repurchase price was adjusted to CNY 3.42/share[76] - Given that one initial incentive recipient's employment was terminated due to personal reasons, the company completed the repurchase and cancellation of 190,000 restricted shares held by that individual on June 10, 2025[76] Section V. Significant Matters This section details significant events and disclosures, including the fulfillment of commitments, major litigation, related party transactions, and the performance of material contracts I. Fulfillment of Commitments This section details the fulfillment of commitments by the controlling shareholders and company management regarding major asset restructuring, refinancing, and equity incentives, all of which have been strictly adhered to - Xiandai Group committed to resolving related party transactions and avoiding horizontal competition, ensuring it does not leverage its controlling position to seek terms or benefits superior to independent third parties, and standardizing related party transactions[79][80] - Xiandai Group committed to injecting the Xiandai Cold Chain Logistics Center project into Zhejiang Dongri when conditions are met, to eliminate potential horizontal competition[81][82] - Dongfang Group committed to subscribing to the company's A-shares issued to specific targets in 2023, ensuring legal and compliant funding sources, and pledging not to reduce its shareholding during the lock-up period[82][83][84] - The company's directors and senior management committed not to overstep their authority in interfering with company operations, not to harm company interests, and to support the effective implementation of measures to enhance immediate returns[83][84] - The company committed not to provide loans or other financial assistance to incentive recipients for acquiring restricted shares[84] VII. Major Litigation and Arbitration Matters The company has major litigation and arbitration matters during the reporting period, including a contract dispute with Yongjia Zhemin Agricultural Trade Market Co., Ltd. (second instance not yet concluded) and an engineering contract dispute with Linfen Nongdu Market Development Co., Ltd. (first instance not yet heard) Major Litigation and Arbitration Matters | Plaintiff (Applicant) | Defendant (Respondent) | Litigation/Arbitration Type | Basic Situation of Litigation/Arbitration | Amount Involved in Litigation/Arbitration (CNY 10,000) | Litigation/Arbitration Progress | | :--- | :--- | :--- | :--- | :--- | :--- | | Yongjia Zhemin Agricultural Trade Market Co., Ltd. | Wenzhou Xinjinxiu Agricultural Product Wholesale Market Co., Ltd., Yongjia Dongri Zhemin Agricultural Product Market Co., Ltd., Zhejiang Dongri Co., Ltd. | Contract Dispute | After both parties terminated the "Investment Cooperation Agreement," they could not agree on the liquidation amount, leading Yongjia Zhemin Co. to file a lawsuit. The first instance ruled that Xinjinxiu Co. should compensate CNY 7.71 million, and the second instance is not yet concluded | 770.97 | First instance judgment effective, second instance not yet concluded | | Chen Weifeng | Linfen Nongdu Market Development Co., Ltd., Zhejiang Chengjian Construction Group Co., Ltd. | Engineering Contract Dispute | Linfen Nongdu and Zhejiang Chengjian have a dispute over engineering payments for the Jinnan International Agricultural Product Logistics Park project, and Chen Weifeng, as the actual contractor, sued Linfen Nongdu Co. to demand payment for engineering costs | 989.26 | First instance not yet heard | - The company's lawyers believe that the contract dispute case with Yongjia Zhemin Agricultural Trade Market Co., Ltd. is unlikely to result in losses for the company, as the debt is not established and shareholder liability should only be borne when the company cannot repay its due debts[157] X. Major Related Party Transactions The company engaged in related party transactions during the reporting period, including changes in contract entities for the hog slaughtering project and the confirmation and estimation of routine related party transactions - The company changed the implementation entity for the hog slaughtering project from Wenzhou Dongri Food Co., Ltd. to its controlled subsidiary Wenzhou Dongri Livestock Slaughtering Co., Ltd., and re-signed the "Lease Contract" and "Comprehensive Property Service Agreement" with Cailanzi Group[88] Progress of Routine Related Party Transactions for 2025 (as of June 30, 2025) | Related Party Transaction Type | Related Party | Estimated Amount for 2025 (CNY 10,000) | Actual Amount as of June 30, 2025 (CNY 10,000) | | :--- | :--- | :--- | :--- | | Sale of Goods (Dish Preparation Business/Lease Income) | Xiandai Group and its Affiliates | 1170 | 315.01 | | Purchase of Goods (Acceptance of Services) | Xiandai Group and its Affiliates | 50 | 24.05 | | Total | | 1220 | 339.06 | XI. Major Contracts and Their Performance The company performed several major lease contracts during the reporting period, including those for the aquatic product wholesale market and the hog slaughtering project, and disclosed external guarantees primarily for associated and subsidiary companies - The company's subsidiary, Wenzhou Dongri Aquatic Product Wholesale Market Management Co., Ltd., renewed its lease with Wenzhou Xiandai Cold Chain Logistics Co., Ltd. for part of the property at No. 227 Binhai Fifth Road South District, for a three-year term with total rent of CNY 11.57 million[93] - The company's subsidiary, Wenzhou Dongri Livestock Slaughtering Co., Ltd., signed a lease contract with Cailanzi Group to lease part of the property and land in the Waiyangcun Livestock and Poultry Park, Tengqiao Town, Lucheng District, Wenzhou City, with the lease term ending on July 23, 2033, and total rent of CNY 28.46 million[94] Company's External Guarantees (Excluding Guarantees to Subsidiaries) | Guarantor | Guaranteed Party | Guaranteed Amount (CNY 10,000) | Guarantee Start Date | Guarantee End Date | Guarantee Type | Collateral (if any) | Is it a Related Party Guarantee | | :--- | :--- | :--- | :--- | :--- | :--- | :--- | :--- | | Zhejiang Dongri | Harbin Dongji | 10,500 | 2022/8/17 | 2029/8/17 | Joint and Several Liability Guarantee | Fixed Assets | Yes | | Zhejiang Dongri | Harbin Dongji | 1,050 | 2023/12/26 | 2030/12/20 | Joint and Several Liability Guarantee | Fixed Assets | Yes | | Total Guarantee Balance at End of Reporting Period (A) | | 11,550.00 | | | | | | | Total Guarantee Balance to Subsidiaries at End of Reporting Period (B) | | 45,932.52 | | | | | | | Total Guarantee Amount (A+B) | | 57,482.52 | | | | | | | Percentage of Total Guarantee Amount to Company's Net Assets (%) | | 23.48 | | | | | | | Debt Guarantee Amount Provided Directly or Indirectly to Guaranteed Parties with Asset-Liability Ratio Exceeding 70% (D) | | 43,982.52 | | | | | | - The company provided guarantees for Linfen Nongdu in proportion to its shareholding, amounting to CNY 310.14 million; for Harbin Dongji, amounting to CNY 105 million and CNY 10.5 million; controlling subsidiary Linfen Nongdu provided a guarantee for its wholly-owned subsidiary Linfen Jinxianfeng, amounting to CNY 14.18 million; and wholly-owned subsidiary Xueding Soy Products Co., Ltd. obtained a CNY 135 million credit line, for which the company provided pledge guarantees[97][98] Section VI. Share Changes and Shareholder Information This section details changes in the company's share capital, including restricted stock repurchases and cancellations, and provides an overview of its shareholder structure and top shareholders I. Changes in Share Capital The company completed the repurchase and cancellation of 190,000 restricted shares on June 10, 2025, resulting in a decrease in total share capital and a slight increase in the controlling shareholder's stake Table of Share Capital Changes (Unit: 10,000 shares) | | Before This Change | Increase/Decrease in This Change (+, -) | After This Change | | :--- | :--- | :--- | :--- | | | Quantity | Percentage (%) | Other | Subtotal | Quantity | Percentage (%) | | I. Restricted Shares | 993.55 | 2.36 | -19.00 | -19.00 | 974.55 | 2.31 | | Of which: Shares Held by Domestic Natural Persons | 993.55 | 2.36 | -19.00 | -19.00 | 974.55 | 2.31 | | II. Unrestricted Tradable Shares | 41,143.12 | 97.64 | | | 41,143.12 | 97.68 | | 1. RMB Ordinary Shares | 41,143.12 | 97.64 | | | 41,143.12 | 97.68 | | III. Total Shares | 42,136.67 | 100.00 | -19.00 | -19.00 | 42,117.67 | 100.00 | - The company completed the repurchase and cancellation of 190,000 restricted shares on June 10, 2025, changing the total share capital from 421,366,660 shares to 421,176,660 shares[102] - After the share capital change, the controlling shareholder's stake increased from 48.13% to 48.15%[102] II. Shareholder Information As of the end of the reporting period, the company had 24,284 common shareholders, with Wenzhou Dongfang Group Co., Ltd. as the controlling shareholder, holding 48.15% of the shares - Total number of common shareholders at the end of the reporting period: 24,284[103] Top Ten Shareholders' Shareholding as of the End of the Reporting Period | Shareholder Name | Number of Shares Held at Period End (shares) | Percentage (%) | Shareholder Nature | | :--- | :--- | :--- | :--- | | Wenzhou Dongfang Group Co., Ltd. | 202,807,800 | 48.15 | State-owned Legal Person | | Duan Xuedong | 21,091,274 | 5.01 | Domestic Natural Person | | Shi Yan | 11,697,893 | 2.78 | Domestic Natural Person | | Hao Shijin | 7,505,690 | 1.78 | Domestic Natural Person | | Zhang Pifu | 7,390,293 | 1.75 | Domestic Natural Person | | Hu Zaifu | 2,753,200 | 0.65 | Domestic Natural Person | | Shen Hua | 2,565,894 | 0.61 | Domestic Natural Person | | Ai Liming | 2,462,073 | 0.58 | Domestic Natural Person | | Shen Lei | 2,433,090 | 0.58 | Domestic Natural Person | | Shi Bingxiu | 2,090,625 | 0.50 | Domestic Natural Person | - Hao Shijin is Shi Yan's daughter, and Shi Bingxiu is Shi Yan's mother; the three parties are persons acting in concert[106] III. Directors and Senior Management Information There were no changes in the shareholdings of the company's directors and senior management during this reporting period Section VII. Bond-Related Information This section confirms that the company has no information regarding corporate bonds, enterprise bonds, non-financial enterprise debt financing instruments, or convertible corporate bonds during the reporting period I. Corporate Bonds (Including Enterprise Bonds) and Non-Financial Enterprise Debt Financing Instruments The company has no information regarding corporate bonds (including enterprise bonds) and non-financial enterprise debt financing instruments for the current reporting period II. Convertible Corporate Bonds The company has no information regarding convertible corporate bonds for the current reporting period Section VIII. Financial Report This section presents the company's unaudited financial statements for the semi-annual period, including balance sheets, income statements, cash flow statements, and statements of changes in owners' equity I. Audit Report This semi-annual report has not been audited II. Financial Statements This section provides the company's consolidated and parent company balance sheets, income statements, cash flow statements, and statements of changes in owners' equity for the first half of 2025, reflecting its financial position and operating results - The consolidated balance sheet shows that as of June 30, 2025, the company's total assets were CNY 3.45 billion, total liabilities were CNY 865.29 million, and total owners' equity was CNY 2.59 billion[113] - The consolidated income statement shows that for the first half of 2025, total operating revenue was CNY 373.46 million, net profit was CNY 68.80 million, and net profit attributable to parent company shareholders was CNY 68.83 million[120] - The consolidated cash flow statement shows that for the first half of 2025, net cash flow from operating activities was -CNY 29.96 million, net cash flow from investing activities was -CNY 29.06 million, and net cash flow from financing activities was -CNY 127.37 million[125][126] III. Company Basic Information Zhejiang Dongri Co., Ltd. was registered on October 6, 1997, and listed on the Shanghai Stock Exchange on October 21, 1997, with a registered capital of CNY 421.18 million, primarily engaged in industrial investment, market leasing, and property management - Zhejiang Dongri Co., Ltd. was registered on October 6, 1997, and its shares were listed on the Shanghai Stock Exchange on October 21, 1997[146] - The company's registered capital is CNY 421.18 million, and its main businesses include industrial investment, market leasing operations, computer network development, lighting fixtures and accessories production and sales, property management, and market operation management[146] IV. Basis of Financial Statement Preparation The company's financial statements are prepared on a going concern basis, using the accrual basis of accounting, and measured at historical cost, except for certain financial instruments - The company's financial statements are prepared on a going concern basis, with accounting based on the accrual method, and measured at historical cost, except for certain financial instruments[147][148] V. Significant Accounting Policies and Estimates This section details the company's significant accounting policies and estimates for financial statement preparation, covering business combinations, financial instruments, inventory, long-term equity investments, fixed assets, intangible assets, revenue recognition, government grants, and deferred income tax - The company determines its policies for fixed asset depreciation, intangible asset amortization, and revenue recognition based on its own production and operational characteristics[149] - The company identifies individual construction in progress projects with changes exceeding CNY 15 million as significant, and subsidiaries whose total assets/total revenue/total profit exceed 15% of the group's total assets/total revenue/total profit as significant non-wholly-owned subsidiaries[153] - At initial recognition, the company classifies financial assets into three categories—measured at amortized cost, at fair value through other comprehensive income, and at fair value through profit or loss—based on the business model for managing financial assets and their contractual cash flow characteristics[168] - The company recognizes revenue when it satisfies a performance obligation in a contract, i.e., when the customer obtains control of the related goods or services, with main businesses including wholesale market management, goods sales, and supporting agricultural wholesale market development[247][249] - The company assesses goodwill for impairment at least annually and estimates the recoverable amount of cash-generating units to which goodwill has been allocated[265] VI. Taxation This section lists the company's main tax categories and rates, including VAT, urban maintenance and construction tax, corporate income tax, land value-added tax, property tax, education surcharges, and local education surcharges, along with various tax incentives enjoyed by the company and its subsidiaries Major Tax Categories and Rates | Tax Category | Tax Base | Tax Rate | | :--- | :--- | :--- | | Value-Added Tax (VAT) | Taxable Value-Added Amount | 1%, 3%, 5%, 6%, 9%, 13% | | Urban Maintenance and Construction Tax | Actual Turnover Tax Paid | 7% | | Corporate Income Tax | Taxable Income | 15%, 20%, 25% | | Land Value-Added Tax | Value-added amount from compensated transfer of state-owned land use rights and property rights of buildings and other attachments on the land | Implemented with four-tier progressive tax rates, prepayment rate 2.1% | | Property Tax | For ad valorem assessment, taxed at 1.2% of the remaining value after a one-time deduction of 70% from the original value of the property; for rental assessment, taxed at 12% of rental income | 1.2%, 12% | | Education Surcharge | Actual Turnover Tax Paid | 3% | | Local Education Surcharge | Actual Turnover Tax Paid | 2% | - The company's subsidiaries, including Agricultural Product Distribution Co. and Cailanzi Fresh Food Distribution Co., enjoy VAT exemption policies for the circulation of vegetables and fresh meat, eggs, and poultry products[269] - The company and its subsidiaries, Wenzhou Dongri Agricultural Product Wholesale Market Management Co., Ltd. and Longyou Baiyi Agricultural Product Wholesale Market Co., Ltd., are temporarily exempt from property tax and urban land use tax for properties and land specifically used for operating agricultural products in wholesale and farmers' markets[269] - The company's subsidiaries, Xi'an Hezhi Co., Hangzhou Hezhiyun Co., and Wenzhou Xueding Soy Products Co., Ltd., have obtained high-tech enterprise certificates and enjoy a 15% corporate income tax preferential rate[271][268] VII. Notes to Consolidated Financial Statement Items This section provides detailed notes to major items in the consolidated financial statements, including cash and cash equivalents, accounts receivable, inventories, long-term equity investments, fixed assets, intangible assets, goodwill, deferred tax assets/liabilities, and various revenue and expense items - Cash and cash equivalents balance at period-end was CNY 611.31 million, including time deposits and performance bond deposits used for guarantees[273] - Accounts receivable book balance at period-end was CNY 39.01 million, with bad debt provisions of CNY 1.29 million, resulting in a book value of CNY 37.72 million[280] - Inventory book balance at period-end was CNY 482.24 million, primarily consisting of development products, with significant amounts of development products held for sale in Longyou Baiyi Market and Jinnan International Agricultural Product Logistics Park Phase I project[299][301] - Construction in progress balance at period-end was CNY 181.38 million, mainly including the Xueding Soy Product Production Base project, Comprehensive Operations Center project, Slaughter Base Renovation project, and Digital Agriculture Industry Demonstration Base project[328] - Operating revenue for the current period was CNY 373.46 million, operating cost was CNY 229.89 million, with goods sales, wholesale market operations, and agricultural wholesale market development being the main revenue sources[401][404] - Investment income for the current period was -CNY 1.90 million, primarily impacted by negative long-term equity investment income accounted for using the equity method[416] VIII. R&D Expenses The company's total R&D expenditure for the current period was CNY 4.15 million, primarily for material inputs and employee compensation, all expensed R&D Expenses by Nature of Expense | Item | Current Period Amount (CNY) | Prior Period Amount (CNY) | | :--- | :--- | :--- | | Material Inputs | 598,187.44 | 850,903.29 | | Employee Compensation | 3,418,667.77 | 2,945,790.53 | | Other | 20,361.30 | 21,742.68 | | Entrusted Development Fees | 111,690.83 | 194,174.76 | | Total | 4,148,907.34 | 4,012,611.26 | | Of which: Expensed R&D Expenditure | 4,148,907.34 | 4,012,611.26 | | Capitalized R&D Expenditure | | | IX. Changes in Consolidation Scope During the reporting period, the company had no changes in its consolidation scope due to non-same-entity business combinations, same-entity business combinations, reverse acquisitions, or disposal of subsidiaries leading to loss of control X. Interests in Other Entities This section discloses the company's equity interests in subsidiaries, joint ventures, and associates, including wholly-owned or controlled subsidiaries engaged in market management, manufacturing, and software development, and associates accounted for using the equity method - The company owns several wholly-owned subsidiaries, including Wenzhou Dongri Gas Co., Ltd., Wenzhou Dongri Agricultural Product Wholesale Market Management Co., Ltd., and Wenzhou Xueding Soy Products Co., Ltd.[450][451] - The company's significant non-wholly-owned subsidiaries include Linfen Nongdu Co. (minority shareholders hold 35.54%) and Quzhou Dongri Enterprise Management Co. (minority shareholders hold 20.00%)[453] - The company's significant associates include Dalian Wancheng Logistics Park Co., Ltd., Fuding Hongzhu Real Estate Co., Ltd., Harbin Dongji Industrial Co., Ltd., and Changshan Dongri Market Management Co., Ltd., all accounted for using the equity method[457] - As of period-end, the total book value of the company's investments in associates was CNY 11.71 million, and the total net profit calculated based on shareholding percentage for the current period was CNY 2.04 million[461] XI. Government Grants At period-end, the company recognized government grants of CNY 131,068.80 as receivables, primarily for Nanbao plot relocation transition fees, with deferred income as the main liability item for grants - Government grants recognized as receivables at the end of the reporting period amounted to CNY 131,068.80, representing relocation transition fees for the Nanbao plot in the second half of 2023[465] Liability Items Involving Government Grants (Deferred Income) | Financial Statement Item | Beginning Balance (CNY) | New Grants Added in Current Period (CNY) | Transferred to Other Income in Current Period (CNY) | Ending Balance (CNY) | Reason for Formation | | :--- | :--- | :--- | :--- | :--- | :--- | | Deferred Income | 56,669,600.81 | 2,000,000.00 | 569,615.11 | 58,099,985.70 | Asset-related | Government Grants Recognized in Current Profit or Loss | Type | Current Period Amount (CNY) | Prior Period Amount (CNY) | | :--- | :--- | :--- | | Asset-related | 569,615.11 | 928,802.52 | | Income-related | 272,397.37 | 732,092.74 | | Total | 842,012.48 | 1,660,895.26 | XII. Risks Related to Financial Instruments The company's financial instruments, including cash, receivables, and payables, expose it to credit, liquidity, and market risks, which are managed through credit policies, cash monitoring, and backup funding commitments - The company's main financial instruments include cash and cash equivalents, accounts receivable, other receivables, other current assets, other non-current financial assets, accounts payable, other payables, short-term borrowings, non-current liabilities due within one year, long-term borrowings, and lease liabilities[471] - The company faces credit risk, liquidity risk, and market risk (including interest rate risk and exchange rate risk)[472] - The company manages risks by assessing customer creditworthiness, regularly monitoring credit records, maintaining sufficient cash and cash equivalents, and obtaining commitments for backup funding[473][474] - At period-end, the company's asset-liability ratio was 25.08% (prior year-end: 29.33%)[478] XIII. Disclosure of Fair Value At period-end, the company's assets measured at fair value primarily consisted of equity instrument investments in trading financial assets, totaling CNY 287.99 million, with fair value determined based on Wenzhou Bank's audited net assets Fair Value of Assets and Liabilities Measured at Fair Value at Period-End | Item | Fair Value at Period-End (CNY) | | :--- | :--- | | I. Recurring Fair Value Measurements | | | (I) Trading Financial Assets | 287,999,393.85 | | 1. Financial assets measured at fair value through profit or loss | 287,999,393.85 | | (2) Equity Instrument Investments | 287,999,393.85 | | Total Assets Measured at Fair Value on a Recurring Basis | 287,999,393.85 | - The company's financial assets classified as measured at fair value through profit or loss represent its 1.17% equity investment in Wenzhou Bank Co., Ltd., with fair value determined based on Wenzhou Bank's audited net asset amount[483] XIV. Related Parties and Related Party Transactions This section discloses the company's parent company, subsidiaries, joint ventures, associates, and other related parties, detailing related party transactions such as sales, purchases, leases, guarantees, and fund transfers, along with outstanding balances - The company's parent company is Wenzhou Dongfang Group Co., Ltd., with a 48.15% shareholding, and the ultimate controlling party is the Wenzhou Municipal People's Government State-owned Assets Supervision and Administration Commission[486] - Details of the company's subsidiaries are provided in the notes, primarily engaged in agricultural market management, manufacturing, agricultural product wholesale distribution, and software development[487] - The company has multiple related party transactions, including purchasing utilities from Xiandai Cold Chain Logistics and providing dish preparation services and technical services to several related parties[490][491] - As a lessor, the company leased buildings to Quzhou Mapa Fresh Food, recognizing lease income of CNY 194,659.20 in the current period[494] - As a lessee, the company leased properties, equipment, and buildings from Wenzhou Xiandai Cold Chain Logistics Co., Ltd. and Wenzhou Cailanzi Group Co., Ltd.[496] - The company provided joint and several liability guarantees for Harbin Dongji Industrial Co., Ltd., amounting to CNY 105 million and CNY 10.5 million[499] - The company borrowed CNY 13.92 million from Hangzhou Nongpi Operation Management Co., Ltd. and lent funds to Fuding Hongzhu Real Estate Co., Ltd., Harbin Dongji Industrial Co., Ltd., and others[497] - Key management personnel compensation for the current period amounted to CNY 1.66 million[498] XV. Share-Based Payment This section discloses the company's equity-settled share-based payment arrangements, including the forfeiture of 133,000 restricted shares due to management personnel departure and the recognition of CNY 4.13 million in share-based payment expenses for the current period Details of Each Equity Instrument (Unit: shares, Amount: CNY) | Category of Grantee | Number Forfeited in Current Period | Amount Forfeited in Current Period | | :--- | :--- | :--- | | Management Personnel | 133,000 | 494,760 | | Total | 133,000 | 494,760 | - The cumulative amount of equity-settled share-based payments recognized in capital reserves is CNY 18.44 million[509] Share-Based Payment Expenses for the Current Period (Unit: CNY) | Category of Grantee | Equity-Settled Share-Based Payment Expenses | | :--- | :--- | | Management Personnel | 4,130,544.59 | | Total | 4,130,544.59 | XVI. Commitments and Contingencies The company has significant commitments, including a dissolved joint venture with Yongjia Zhemin Agricultural Trade Market Co., Ltd. and a promise by Linfen Nongdu Co. to transfer completed engineering projects to the government, along with contingent liabilities from pending litigation and external guarantees - The joint venture company established by the company and Yongjia Zhemin Agricultural Trade Market Co., Ltd. has been resolved for dissolution, and liquidation is currently underway[512] - The company's subsidiary, Linfen Nongdu Co., committed to simultaneously constructing supporting engineering projects within the scope of the transferred land and gratuitously transferring them to the local government upon completion[512] - The company has a contract dispute with Yongjia Zhemin Agricultural Trade Market Co., Ltd.; the first instance ruled that Xinjinxiu Co. should compensate CNY 7.71 million, and the second instance is not yet concluded[515][516][517] - As of June 30, 2025, the company provided debt guarantees for Linfen Nongdu Co., Linfen Jinxianfeng Agricultural Product Market Co., Ltd., Wenzhou Xueding Soy Products Co., Ltd., and Harbin Dongji Industrial Co., Ltd.[518][519] XVII. Events After the Balance Sheet Date After the balance sheet date, the company received approval from the China Securities Regulatory Commission to issue shares to specific targets, with controlling shareholder Dongfang Group intending to subscribe for no less than CNY 50 million in cash - Approved by the China Securities Regulatory Commission, the company plans to issue shares to specific targets, with the number of shares not exceeding 30% of the company's total share capital before the issuance[521] - The company's controlling shareholder, Dongfang Group, intends to subscribe for shares issued to specific targets in cash, with a subscription amount of no less than CNY 50 million[521] XVIII. Other Significant Matters This section discloses the cessat